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Subscribers | 2002 |
Stockholders' Agreement
Stockholders' Agreement (27K)
Doc #252350: Click preview link for longer preview.
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of January 7, 2002 (this
"Agreement"), among DYCOM INDUSTRIES, INC., a Florida corporation ("Parent"),
TROY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), ARGUSS COMMUNICATION, INC., a Delaware corporation (the
"Company"), and each of the stockholders whose name appears on the signature
pages of this Agreement (each, a "Stockholder" and, collectively, the
"Stockholders").
WHEREAS, as of the date hereof, each Stockholder owns beneficially, and
has the sole power to vote or direct the vote of, the number of shares of common
stock, par value $.01 per share ("Company Common Stock"), of the Company as set
forth opposite such Stockholder's name on Exhibit A hereto (all such shares of
Company Common Stock and any shares of Company Common Stock hereafter acquired
by the Stockholders prior to the termination of this Agreement being referred to
herein as the "Shares");
WHEREAS, simultaneously herewith, Parent, Purchaser and the Company
have entered into an Agreement and Plan of Merger (the "Merger Agreement"; terms
used but not defined in this Agreement shall have the meanings ascribed to them
in the Merger Agreement), a copy of which has been made available to each
Stockholder, which provides, upon the terms and subject to the conditions
thereof, for the merger of Purchaser with and into the Company (the "Merger");
and
WHEREAS, as a condition to the willingness of Parent and Purchaser to
enter into the Merger Agreement, Parent and Purchaser have requested that the
Stockholders agree, and, in order to induce Parent and Purchaser to enter into
the Merger Agreement, the Stockholders have agreed, to enter into this
Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Tender of Shares. Promptly following the commencement of the Offer,
each Stockholder hereby agrees that such Stockholder (a) shall tender, or cause
to be tendered, into the Offer, as promptly as practicable, all of his, her or
its Shares pursuant to the terms of the Offer and (b) shall not withdraw, or
cause to be withdrawn, such Shares from the Offer. The preceding sentence
notwithstanding, in the event that the Company terminates the Merger Agreement
pursuant to Section 10.01(c)(ii) thereof, then, as of the effective time of such
termination, the obligations of each Stockholder under this Section 1 shall
become null and void and have no further force or effect.
2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating at the earlier of (a) the Effective Time or (b) the
termination of this Agreement, each Stockholder shall vote, or cause to be
voted, all of his, her or its Shares at any meeting of the stockholders of the
Company (whether annual or special and whether or not adjourned or
{PAGE}
2
postponed), however called, and in any action by written consent of the
stockholders of the Company (i) in favor of the approval and adoption of the
Merger Agreement, (ii) against any Competing Transaction, merger, consolidation,
sale of assets, recapitalization or other business combination involving the
Company (other than the Merger) or any other action or agreement that could
reasonably be expected to result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or that could reasonably be expected to result in any of the
conditions to the Company's or Parent's obligations under the Merger Agreement
not being fulfilled, and (iii) in favor of any other matter that could be
reasonably expected to facilitate the consummation of the Merger and the other
transactions contemplated by the Merger Agreement.
3. Grant of Proxy. Each Stockholder, by this Agreement, with respect to
his, her or its Shares, hereby grants an irrevocable proxy to Parent (and agrees
to execute such documents or certificates evidencing such proxy as Parent may
reasonably request) to vote, all of his, her or its Shares at any meeting of the
stockholders of the Company (whether annual or special and whether or not
adjourned or postponed), however called, and in any action by written consent of
the stockholders of the Company, during the period commencing on the date hereof
and terminating at the earlier of (a) the Effective Time and (b) the termination
of this Agreement, (i) in favor of the approval and adoption of the Merger
Agreement, (ii) against any Competing Transaction, merger, consolidation, sale
of assets, recapitalization or other business combination involving the Company
(other than the Merger) or any other action or agreement that could reasonably
be expected to result in a breach of any covenant, representation or warranty or
any other obligation or agreement of the Company under the Merger Agreement or
that could reasonably be expected to result in any of the conditions to the
Company's or Parent's obligations under the Merger Agreement not being
fulfilled, and (iii) in favor of any other matter that could be reasonably
expected to facilitate the consummation of the Merger and the other transactions
contemplated by the Merger Agreement. THIS PROXY IS IRREVOCABLE AND COUPLED WITH
AN INTEREST AND SHALL SURVIVE ANY TRANSFER OF SHARES UNTIL THE TERMINATION OF
THIS AGREEMENT.
4. Representations and Warranties of Stockholders. Each Stockholder
hereby severally (and only as to itself) represents and warrants to Parent and
Purchaser as follows:
(a) Organization; Authorization. Such Stockholder has full legal
capacity and authority to enter into this Agreement and to carry out such
person's obligations hereunder. This Agreement has been duly executed and
delivered by such Stockholder, and (assuming due authorization, execution and
delivery by Parent, Purchaser and the Company and each other Stockholder) this
Agreement constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except to the
extent that its enforceability may be subject to applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally and by general equitable
principles.
(b) No Conflict; Required Filings and Consents. (i) The execution and
delivery of this Agreement by such Stockholder do not, and the performance of
this Agreement by such Stockholder will not, (1) conflict with or violate any
Law applicable to such Stockholder or by which any property or asset of such
Stockholder is bound or affected, or (2) result in any material
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Dycom Industries
As referenced in this Stockholders' Agreement:
DYCOM INDUSTRIES, – 2
{SEQUENCE}4
{FILENAME}ex2_010802.txt
{DESCRIPTION}STOCKHOLDERS' AGREEMENT
{TEXT}
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of January 7, 2002 (this
"Agreement"), among DYCOM INDUSTRIES, INC., a Florida corporation ("Parent"),
TROY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), ARGUSS COMMUNICATION, INC.,
_____________
DYCOM INDUSTRIES, – Section 11(k).
[SIGNATURE PAGES FOLLOW]
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
DYCOM INDUSTRIES, INC.
By: /s/ Steven E. Nielsen
--------------------------------------------
Name: Steven E. Nielsen
Title: President and Chief Executive Officer
Address:
TROY ACQUISITION CORP.
By: /s/
_____________
dt 95877
;
 Gibson Dunn
As referenced in this Stockholders' Agreement:
Gibson, Dunn – copy of any such
notice, request, claim, demand and other communication given to the Company or
any Stockholder shall also be given to Gibson, Dunn & Crutcher LLP, 1050
Connecticut Avenue, N.W., Washington, D.C., 20036-5306 (Facsimile Number:
202-467-0539), Attention: Howard B. Adler, Esq.
(
_____________
dt 97657
;
Shearman
As referenced in this Stockholders' Agreement:
Shearman &
Sterling, – Agreement. A copy of any such notice, request, claim, demand and other
communication given to Parent or Purchaser shall also be given to Shearman &
Sterling, 599 Lexington Avenue, New York, New York, 10022-6069 (Facsimile
Number: 212-848-7179), Attention: Spencer D. Klein, Esq. and a copy
_____________
dt 96113
;
| Troy Acquisition Corp.;
Arguss Communication, Inc.
|
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Subscribers | 2003 |
Shareholder Agreement [Amendment No. 2]
Shareholder Agreement [Amendment No. 2] (3K)
Doc #252762: Click preview link for longer preview.
AMENDMENT NO. 2 TO SHAREHOLDER AGREEMENT
This AMENDMENT NO. 2 TO SHAREHOLDER AGREEMENT ("Amendment No. 2") is
dated as of March 19, 2003 by and among WEDGE GROUP INCORPORATED, a Delaware
corporation ("WGI"), CHICAGO BRIDGE & IRON COMPANY N.V., a company organized
under the laws of the Netherlands ("CB&I"), and certain shareholders of CB&I.
W I T N E S S E T H:
WHEREAS, WGI, CB&I and certain shareholders of CB&I are parties to
that certain Shareholder Agreement dated as of December 28, 2000 (as amended by
an Amendment thereto dated February 7, 2001) relating to the shares of common
stock, par value Euro .01 per share, of CB&I ("CB&I Stock") owned by WGI and its
Affiliates (the "Shareholder Agreement");
WHEREAS, WEDGE Engineering B.V. currently owns 3,705,528 shares of
CB&I Stock (reflecting a stock split that became effective in February, 2003);
and
WHEREAS, the parties to the Shareholder Agreement believe it to be in
their best interests to execute this further amendment to the Shareholder
Agreement.
NOW THEREFORE, in consideration of the premises herein contained, and
252762
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Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (72K)
Doc #252844: Click preview link for longer preview.
SHAREHOLDER AGREEMENT
This Shareholder Agreement (this "Agreement") dated as of
February 7, 2001 is by and among Pitt-Des Moines, Inc., a Pennsylvania
corporation ("PDM"), Chicago Bridge & Iron Company N.V., a company organized
under the laws of the Netherlands ("CB&I"), and certain shareholders of CB&I.
WHEREAS, PDM, CB&I and CB&I Constructors, Inc., a Texas
corporation ("CB&I Sub"), are simultaneously entering into that certain Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") pursuant to
which CB&I and CB&I Sub are purchasing certain assets of PDM, and PDM is
receiving in partial consideration for such assets 2,848,172 CB&I Shares (as
defined in the Purchase Agreement);
WHEREAS, it is a condition to the consummation of such
transactions that PDM and CB&I enter into this Agreement and the Standby Funding
Agreement (as hereinafter defined); and
WHEREAS, the parties hereto desire to enter into this
Agreement to provide for certain rights and restrictions with respect to the
CB&I Shares for the benefit of PDM, and for the benefit of CB&I, its
shareholders and other constituencies so as to serve the long-term interests of
CB&I, its shareholders and other constituencies.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions.
"Affiliate" means any corporation, partnership or other person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with any Holder or any Shareholder, as the
case may be, and shall include any person acting on behalf of any Holder or any
Shareholder or Affiliate of any of them, as the case may be. For purposes of the
preceding sentence, "control" (including the terms "controlling," "controlled
by" and "under common control with") means possession, directly or indirectly,
of the power to direct or cause direction of management and policies of a person
through ownership of securities, by contract, pursuant to a voting trust or
otherwise. Notwithstanding the foregoing, a company will not be an Affiliate of
PDM due solely to a minority stock or board position.
{PAGE} 2
"Articles of Association" means the articles of association of
CB&I, as amended from time to time.
"Associate" has the meaning assigned to such term in Rule
12b-2 under the Exchange Act.
A Person shall be deemed to "beneficially own," to have
"beneficial ownership" of, or to be "beneficially owning" any Securities (which
Securities shall also be deemed "beneficially owned" by such Person) that such
Person is deemed to "beneficially own" within the meaning of Rule 13d-3 under
the Exchange Act.
"Business Combination" means a merger, combination or
consolidation (whether or not CB&I or a Subsidiary of CB&I is the surviving
entity in such transaction), tender offer or share exchange (whether for all or
part of the outstanding Securities of CB&I or any Subsidiary), business
combination, sale of significant assets, dissolution, liquidation or similar
transaction involving CB&I or any Subsidiary or division of CB&I.
"CB&I Call" has the meaning provided in Section 4.01.
"CB&I Shares" has the meaning provided in the Purchase
Agreement.
"CB&I Stock" means the common stock of CB&I, par value NLG .01
per share.
"Call Notice" has the meaning provided in Section 4.01.
"Commission" means the Securities and Exchange Commission of
the United States or any other U.S. federal agency at the time administering the
Securities Act.
"Continuing Directors" means, as of any date of determination,
any member of the Supervisory Board who (i) was a member of the Supervisory
Board on the date of this Agreement or (ii) was nominated for election to the
Supervisory Board with the affirmative vote of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election, or who was elected or appointed in the ordinary course by Continuing
Directors or other directors so elected or appointed.
"deed" means the Deed for Share Transfer in the form of
Exhibit A attached hereto appropriately completed by PDM.
"Demand Registration" has the meaning provided in Section
6.01(c).
"Excess Shares" means the 807,356 CB&I Shares issued to PDM
pursuant to the Purchase Agreement that are designated as "Excess Shares" in the
legend affixed to the stock certificate evidencing such Shares.
252844
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 Bank One
As referenced in this Shareholder Agreement:
Bank One, NA – the
legend affixed to the stock certificate evidencing such Shares.
"Letter of Credit" means the original irrevocable standby
letter of credit issued by Bank One, NA for the benefit of PDM which may be
drawn upon by PDM in the circumstances set forth in Section 5.02(c).
"
_____________
dt 100494
;
|
Buchanan
As referenced in this Shareholder Agreement:
Buchanan Ingersoll – 400
The Woodlands, Texas 77380
Facsimile No.: (281) 765-4601
Attn: Richard A. Byers, Vice President-Finance
20
{PAGE} 21
With copy to:
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 20th Floor
301 Grant Street
Pittsburgh, Pennsylvania 15219
Facsimile No.: (412) 562-1041
Attn: Ronald Basso, Esq.
Section
_____________
dt 95208
;
Winston & Strawn
As referenced in this Shareholder Agreement:
Winston & Strawn
– c/o Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
Attn: Secretary
Fax: (815) 439-6297
with a copy to:
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
Attn: James M. Reum, Esq.
Fax: (312) 558-5700
; and
(2) if to PDM, addressed
_____________
dt 96034
|
| Preview
Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (74K)
Doc #252852: Click preview link for longer preview.
SHAREHOLDER AGREEMENT
This Shareholder Agreement (this "Agreement") dated as of February 7,
---------
2001 is by and among Pitt-Des Moines, Inc., a Pennsylvania corporation ("PDM"),
---
Chicago Bridge & Iron Company N.V., a company organized under the laws of the
Netherlands ("CB&I"), and certain shareholders of CB&I.
----
WHEREAS, PDM, CB&I and CB&I Constructors, Inc., a Texas corporation
("CB&I Sub"), are simultaneously entering into that certain Asset Purchase
----------
Agreement of even date herewith (the "Purchase Agreement") pursuant to which
------------------
CB&I and CB&I Sub are purchasing certain assets of PDM, and PDM is receiving in
partial consideration for such assets 2,848,172 CB&I Shares (as defined in the
Purchase Agreement);
WHEREAS, it is a condition to the consummation of such transactions
that PDM and CB&I enter into this Agreement and the Standby Funding Agreement
(as hereinafter defined); and
WHEREAS, the parties hereto desire to enter into this Agreement to
provide for certain rights and restrictions with respect to the CB&I Shares for
the benefit of PDM, and for the benefit of CB&I, its shareholders and other
constituencies so as to serve the long-term interests of CB&I, its shareholders
and other constituencies.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions.
-------------------
"Affiliate" means any corporation, partnership or other person
---------
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with any Holder or any Shareholder, as the
case may be, and shall include any person acting on behalf of any Holder or any
Shareholder or Affiliate of any of them, as the case may be. For purposes of
the preceding sentence, "control" (including the terms "controlling,"
"controlled by" and "under common control with") means possession, directly or
indirectly, of the power to direct or cause direction of management and policies
of a person through ownership of securities, by contract, pursuant to a voting
trust or otherwise. Notwithstanding the foregoing, a company will not be an
Affiliate of PDM due solely to a minority stock or board position.
{PAGE}
"Articles of Association" means the articles of association of CB&I,
-----------------------
as amended from time to time.
"Associate" has the meaning assigned to such term in Rule 12b-2 under
---------
the Exchange Act.
A Person shall be deemed to "beneficially own," to have "beneficial
---------------- ----------
ownership" of, or to be "beneficially owning" any Securities (which Securities
--------- -------------------
shall also be deemed "beneficially owned" by such Person) that such Person is
------------------
deemed to "beneficially own" within the meaning of Rule 13d-3 under the Exchange
Act.
"Business Combination" means a merger, combination or consolidation
--------------------
(whether or not CB&I or a Subsidiary of CB&I is the surviving entity in such
transaction), tender offer or share exchange (whether for all or part of the
outstanding Securities of CB&I or any Subsidiary), business combination, sale of
significant assets, dissolution, liquidation or similar transaction involving
CB&I or any Subsidiary or division of CB&I.
"CB&I Call" has the meaning provided in Section 4.01.
---------
"CB&I Shares" has the meaning provided in the Purchase Agreement.
-----------
"CB&I Stock" means the common stock of CB&I, par value NLG .01 per
----------
share.
"Call Notice" has the meaning provided in Section 4.01.
-----------
"Commission" means the Securities and Exchange Commission of the
----------
United States or any other U.S. federal agency at the time administering the
Securities Act.
"Continuing Directors" means, as of any date of determination, any
--------------------
member of the Supervisory Board who (i) was a member of the Supervisory Board on
the date of this Agreement or (ii) was nominated for election to the Supervisory
Board with the affirmative vote of a majority of the Continuing Directors who
were members of such Board at the time of such nomination or election, or who
was elected or appointed in the ordinary course by Continuing Directors or other
directors so elected or appointed.
"deed" means the Deed for Share Transfer in the form of Exhibit A
----
attached hereto appropriately completed by PDM.
"Demand Registration" has the meaning provided in Section 6.01(c).
-------------------
"Excess Shares" means the 807,356 CB&I Shares issued to PDM pursuant
-------------
to the Purchase Agreement that are designated as "Excess Shares" in the legend
affixed to the stock certificate evidencing such Shares.
252852
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Bank One
As referenced in this Shareholder Agreement:
Bank One, NA – the legend affixed
to the stock certificate evidencing such Shares.
"Letter of Credit" means the original irrevocable standby letter of
----------------
credit issued by Bank One, NA for the benefit of PDM which may be drawn upon by
PDM in the circumstances set forth in Section 5.02(c).
"
_____________
dt 100496
;
Buchanan
As referenced in this Shareholder Agreement:
Buchanan Ingersoll – Suite 400
The Woodlands, Texas 77380
Facsimile No.: (281) 765-4601
20
{PAGE}
Attn: Richard A. Byers, Vice President-Finance
With copy to:
Buchanan Ingersoll Professional Corporation
One Oxford Centre, 20th Floor
301 Grant Street
Pittsburgh, Pennsylvania 15219
Facsimile No.: (412) 562-1041
Attn: Ronald Basso, Esq.
Section
_____________
dt 95212
;
|
Winston & Strawn
As referenced in this Shareholder Agreement:
Winston & Strawn
– c/o Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
Attn: Secretary
Fax: (815) 439-6297
with a copy to:
Winston & Strawn
35 West Wacker Drive
Chicago, Illinois 60601
Attn: James M. Reum, Esq.
Fax: (312) 558-5700
; and
(2) if to PDM, addressed
_____________
dt 96040
;
Pitt-Des Moines Inc.
|
| Preview
Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (95K)
Doc #252868: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.6
{SEQUENCE}3
{FILENAME}c59476ex99-6.txt
{DESCRIPTION}SHAREHOLDER AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT D
[Execution]
SHAREHOLDER AGREEMENT
This Shareholder Agreement (this "Agreement") dated as of
December 28, 2000 is by and between First Reserve Fund VIII, L.P., a limited
partnership organized under the laws of the State of Delaware ("FRF"), and
Chicago Bridge & Iron Company N.V., a company organized under the laws of the
Netherlands ("CB&I"), and certain shareholders of CB&I.
WHEREAS, FRF is party to a Stock Purchase Agreement dated as
of July 30, 2000 (as amended by an amendment thereto dated October 31, 2000)
with WEDGE Group Incorporated, a Delaware corporation ("WGI"), and WGI Tyler,
Inc., a Delaware corporation, pursuant to which FRF has agreed to purchase
4,323,333 shares of CB&I Stock (as defined below), representing approximately
24.5% of the outstanding CB&I Stock (the "First Reserve Deal");
WHEREAS, it is a condition to the consummation of such
transaction that FRF and CB&I enter into this Agreement; and
WHEREAS, the parties hereto desire to enter into this
Agreement to provide for certain rights and restrictions with respect to the
Holders' Securities (as defined below) for the benefit of CB&I, its shareholders
and other constituencies so as to serve the long-term interests of CB&I, its
shareholders and other constituencies.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions.
"Affiliate" means any corporation, partnership or other person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with any Holder or any Shareholder, as the
case may be, and shall include any person acting on behalf of any Holder or any
Shareholder or Affiliate of any of them, as the case may be. For purposes of the
preceding sentence, "control" (including the terms "controlling," "controlled
by" and "under common control with") means possession, directly or indirectly,
of the power to direct or cause direction of management and policies of a person
through ownership of securities, by contract, pursuant to a voting trust or
otherwise. Notwithstanding the foregoing, a company will not be an Affiliate of
FRF due solely to a minority stock or board position.
{PAGE} 2
"Applicable Acceptance Period" has the meaning provided in
Section 5.01(c).
"Articles of Association" means the articles of association of
CB&I, as amended from time to time.
"Assignee" means an assignee or transferee of FRF pursuant to
Section 7.01.
"Associate" has the meaning assigned to such term in Rule
12b-2 under the Exchange Act.
A Person shall be deemed to "beneficially own," to have
"beneficial ownership" of, or to be "beneficially owning" any Securities (which
Securities shall also be deemed "beneficially owned" by such Person) that such
Person is deemed to "beneficially own" within the meaning of Rule 13d-3 under
the Exchange Act.
"Business Combination" means a merger, combination or
consolidation (whether or not CB&I or a Subsidiary of CB&I is the surviving
entity in such transaction), tender offer or share exchange (whether for all or
part of the outstanding Securities of CB&I or any Subsidiary), business
combination, sale of significant assets, dissolution, liquidation or similar
transaction involving CB&I or any Subsidiary or division of CB&I.
"CB&I Stock" means the common stock, NLG .01 par value per
share, of CB&I.
"Commission" means the Securities and Exchange Commission of
the United States or any other U.S. federal agency at the time administering the
Securities Act.
"Competitor" means any Person or any of such Person's
Affiliates or Associates who has as a significant business activity (i) the
design and engineering, fabrication, field erection or repair of bulk liquid
terminals, storage tanks, process vessels, low temperature or cryogenic storage
facilities, or other steel plate structures and their associated systems, or
(ii) the provision of engineering services (including plant engineering,
procurement and construction services) or specialized equipment similar to that
provided by HBI or the HBI Subsidiaries.
"Continuing Directors" means, as of any date of determination,
any member of the Supervisory Board who (i) was a member of the Supervisory
Board on the date of this Agreement or (ii) was nominated for election to the
Supervisory Board with the affirmative vote of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election, or who was elected or appointed in the ordinary course by Continuing
Directors or other directors so elected or appointed.
"Demand Registration" has the meaning provided in Section
3.01(a).
2
{PAGE} 3
"Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.
"FRF Designee" has the meaning provided in Section 6.01(a).
"First Offer" has the meaning provided in Section 5.01(a).
"First Reserve Deal" has the meaning provided in the recitals
to this Agreement.
"Holder" means FRF, its Affiliates and its Assignees as
permitted by Section 7.01 hereof, holding Holders' Securities or securities
convertible into, exchangeable or exercisable for Holders' Securities.
"Holders' Securities" means (i) any shares of CB&I Stock held
by a Holder on the date hereof, (ii) any other Securities held by a Holder on
the date hereof or acquired hereafter and (iii) any shares of stock issued or
issuable in respect of such CB&I Stock or other Securities upon any
Recapitalization, in each case, held by Holders or any Affiliate of any Holder;
provided however, that Holders' Securities shall not include shares sold in a
transaction in which the rights conferred by this Agreement are not assigned or
transferred as provided in Section 7.01 hereof.
252868
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Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (92K)
Doc #252869: Click preview link for longer preview.
SHAREHOLDER AGREEMENT
This Shareholder Agreement (this "Agreement") dated as of
December 28, 2000 is by and between WEDGE Group Incorporated, a corporation
organized under the laws of the State of Delaware ("WGI"), and Chicago Bridge &
Iron Company N.V., a company organized under the laws of the Netherlands
("CB&I"), and certain shareholders.
WHEREAS, WGI, WGI Tyler, Inc., a Delaware corporation and
wholly-owned subsidiary of WGI, CB&I and CB&I Tyler Company, a Delaware
corporation and wholly-owned subsidiary of CB&I, are parties to that certain
Purchase Agreement dated as of July 30, 2000 (as amended by an amendment thereto
dated November 17, 2000, the "Purchase Agreement") pursuant to which CB&I and
CB&I Tyler Company have agreed to purchase all of the issued and outstanding
Capital Stock of Howe-Baker International, L.L.C.;
WHEREAS, following consummation of the transactions
contemplated by the Purchase Agreement and the First Reserve Deal (as defined
below), WEDGE and its Affiliates and Associates will own approximately 4,223,332
shares of CB&I Stock (as defined below), representing approximately 24% of the
outstanding CB&I Stock;
WHEREAS, it is a condition to the consummation of the
transactions contemplated by the Purchase Agreement that WGI and CB&I enter into
this Agreement; and
WHEREAS, the parties hereto desire to enter into this
Agreement to provide for certain rights and restrictions with respect to the
Holders' Securities (as defined below) for the benefit of CB&I, its shareholders
and other constituencies so as to serve the long-term interests of CB&I, its
shareholders and other constituencies.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions.
"Affiliate" means any corporation, partnership or other person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with any Holder or any Shareholder, as the
case may be, and shall include any person acting on behalf of any Holder or any
Shareholder or Affiliate of any of them, as the case may be. For purposes of the
preceding sentence, "control" (including the terms "controlling,"
{PAGE} 2
"controlled by" and "under common control with") means possession, directly or
indirectly, of the power to direct or cause direction of management and policies
of a person through ownership of securities, by contract, pursuant to a voting
trust or otherwise. Notwithstanding the foregoing, a company will not be an
Affiliate of WGI due solely to a minority stock or board position.
"Applicable Acceptance Period" has the meaning provided in
Section 5.01(c).
"Articles of Association" means the articles of association of
CB&I, as amended from time to time.
"Assignee" means an assignee or transferee of WGI pursuant to
Section 7.01.
"Associate" has the meaning assigned to such term in Rule
12b-2 under the Exchange Act.
A Person shall be deemed to "beneficially own," to have
"beneficial ownership" of, or to be "beneficially owning" any Securities (which
Securities shall also be deemed "beneficially owned" by such Person) that such
Person is deemed to "beneficially own" within the meaning of Rule 13d-3 under
the Exchange Act.
"Business Combination" means a merger, combination or
consolidation (whether or not CB&I or a Subsidiary of CB&I is the surviving
entity in such transaction), tender offer or share exchange (whether for all or
part of the outstanding Securities of CB&I or any Subsidiary), business
combination, sale of significant assets, dissolution, liquidation or similar
transaction involving CB&I or any Subsidiary or division of CB&I.
"CB&I Stock" means the common stock, NLG .01 par value per
share, of CB&I.
"Commission" means the Securities and Exchange Commission of
the United States or any other U.S. federal agency at the time administering the
Securities Act.
"Competitor" means any Person or any of such Person's
Affiliates or Associates who has as a significant business activity (i) the
design and engineering, fabrication, field erection or repair of bulk liquid
terminals, storage tanks, process vessels, low temperature or cryogenic storage
facilities, or other steel plate structures and their associated systems, or
(ii) the provision of engineering services (including plant engineering,
procurement and construction services) or specialized equipment similar to that
provided by HBI or the HBI Subsidiaries.
"Continuing Directors" means, as of any date of determination,
any member of the Supervisory Board who (i) was a member of the Supervisory
Board on the date of this Agreement or (ii) was nominated for election to the
Supervisory Board with the affirmative vote of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election, or who was elected or appointed in the ordinary course by Continuing
Directors or other directors so elected or appointed.
252869
| | WEDGE Group Incorporated
|
| Preview
Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (95K)
Doc #252875: Click preview link for longer preview.
SHAREHOLDER AGREEMENT
This Shareholder Agreement (this "Agreement") dated as of
December 28, 2000 is by and between First Reserve Fund VIII, L.P., a limited
partnership organized under the laws of the State of Delaware ("FRF"), and
Chicago Bridge & Iron Company N.V., a company organized under the laws of the
Netherlands ("CB&I"), and certain shareholders of CB&I.
WHEREAS, FRF is party to a Stock Purchase Agreement dated as
of July 30, 2000 (as amended by an amendment thereto dated October 31, 2000)
with WEDGE Group Incorporated, a Delaware corporation ("WGI"), and WGI Tyler,
Inc., a Delaware corporation, pursuant to which FRF has agreed to purchase
4,323,333 shares of CB&I Stock (as defined below), representing approximately
24.5% of the outstanding CB&I Stock (the "First Reserve Deal");
WHEREAS, it is a condition to the consummation of such
transaction that FRF and CB&I enter into this Agreement; and
WHEREAS, the parties hereto desire to enter into this
Agreement to provide for certain rights and restrictions with respect to the
Holders' Securities (as defined below) for the benefit of CB&I, its shareholders
and other constituencies so as to serve the long-term interests of CB&I, its
shareholders and other constituencies.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants and agreements contained in this
Agreement, the parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Certain Definitions.
"Affiliate" means any corporation, partnership or other person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with any Holder or any Shareholder, as the
case may be, and shall include any person acting on behalf of any Holder or any
Shareholder or Affiliate of any of them, as the case may be. For purposes of the
preceding sentence, "control" (including the terms "controlling," "controlled
by" and "under common control with") means possession, directly or indirectly,
of the power to direct or cause direction of management and policies of a person
through ownership of securities, by contract, pursuant to a voting trust or
otherwise. Notwithstanding the foregoing, a company will not be an Affiliate of
FRF due solely to a minority stock or board position.
{PAGE} 2
"Applicable Acceptance Period" has the meaning provided in
Section 5.01(c).
"Articles of Association" means the articles of association of
CB&I, as amended from time to time.
"Assignee" means an assignee or transferee of FRF pursuant to
Section 7.01.
"Associate" has the meaning assigned to such term in Rule
12b-2 under the Exchange Act.
A Person shall be deemed to "beneficially own," to have
"beneficial ownership" of, or to be "beneficially owning" any Securities (which
Securities shall also be deemed "beneficially owned" by such Person) that such
Person is deemed to "beneficially own" within the meaning of Rule 13d-3 under
the Exchange Act.
"Business Combination" means a merger, combination or
consolidation (whether or not CB&I or a Subsidiary of CB&I is the surviving
entity in such transaction), tender offer or share exchange (whether for all or
part of the outstanding Securities of CB&I or any Subsidiary), business
combination, sale of significant assets, dissolution, liquidation or similar
transaction involving CB&I or any Subsidiary or division of CB&I.
"CB&I Stock" means the common stock, NLG .01 par value per
share, of CB&I.
"Commission" means the Securities and Exchange Commission of
the United States or any other U.S. federal agency at the time administering the
Securities Act.
"Competitor" means any Person or any of such Person's
Affiliates or Associates who has as a significant business activity (i) the
design and engineering, fabrication, field erection or repair of bulk liquid
terminals, storage tanks, process vessels, low temperature or cryogenic storage
facilities, or other steel plate structures and their associated systems, or
(ii) the provision of engineering services (including plant engineering,
procurement and construction services) or specialized equipment similar to that
provided by HBI or the HBI Subsidiaries.
"Continuing Directors" means, as of any date of determination,
any member of the Supervisory Board who (i) was a member of the Supervisory
Board on the date of this Agreement or (ii) was nominated for election to the
Supervisory Board with the affirmative vote of a majority of the Continuing
Directors who were members of such Board at the time of such nomination or
election, or who was elected or appointed in the ordinary course by Continuing
Directors or other directors so elected or appointed.
"Demand Registration" has the meaning provided in Section
252875
| | First Reserve Fund VIII L.P.
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| Preview
Subscribers | 2001 |
Selling Stockholders Agreement
Selling Stockholders Agreement (60K)
Doc #374543: Click preview link for longer preview.
SELLING STOCKHOLDERS AGREEMENT
------------------------------
THIS SELLING STOCKHOLDERS AGREEMENT is made this 6/th/ day of June, 2001
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and U.S. HOME SYSTEMS, INC., a Delaware corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, U.S. Pawn, Inc., a Colorado corporation ("U.S. Pawn") and U.S.
Remodelers, Inc., a Delaware corporation ("USR") are parties to that certain
Agreement and Plan of Merger dated November 3, 2000 (the "Merger Agreement")
whereby on February 13, 2001 U.S. Pawn acquired USR pursuant to a merger (the
"Merger") and each outstanding share of USR's common stock was converted into
the right to receive a number of shares of U.S. Pawn;
WHEREAS, U.S. Pawn reincorporated in Delaware by merging with and into its
wholly-owned subsidiary U.S. Home Systems, Inc., a Delaware corporation (the
"Company"), whereby each outstanding share of U.S. Pawn's common stock was
automatically converted into one share of the Company's Common Stock;
WHEREAS, David L. Stetson was issued 25,000 shares of the Company's Common
Stock as a banking fee for services rendered in connection with the Merger;
WHEREAS, the Selling Stockholders, except for David L. Stetson, were
shareholders of USR and, pursuant to the terms of the Merger Agreement, acquired
4,045,633 shares of the Company's Common Stock (together with the 25,000 shares
issued to David L. Stetson referred to herein as the "Securities") and each
Selling Stockholder is the beneficial owner of such Securities as identified
next to his name on Schedule A attached hereto; and
----------
WHEREAS, the Company intends to file a registration statement on Form S-3
with the Securities and Exchange Commission (the "Commission") as soon as
practicable and the Selling Stockholders have advised the Company that all of
the Securities are to be included in such registration statement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. As used in this Agreement, the following terms shall
-----------
have the meaning set forth below:
(a) "Change in Control" shall have the meaning as set forth in
Section 2(d) of this Agreement.
(b) "Commission" shall mean the United States Securities and Exchange
Commission or any other federal agency at the time administering the
Securities Act.
SELLING STOCKHOLDERS AGREEMENT-Page 1
------------------------------
{PAGE}
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.
(d) "Company" shall mean U.S. Home Systems, Inc., a Delaware
corporation.
(e) "Escrow Agreement" shall mean the escrow agreement executed by
the Company, USR and the Selling Stockholders, except for David L. Stetson,
pursuant to the Merger Agreement.
(f) "Escrowed Shares" shall mean the shares of the Company's Common
Stock as defined in the Escrow Agreement and Merger Agreement, and as
identified on Schedule A.
----------
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the Commission hereunder, all as the same shall be in effect at the time.
(h) "Indemnifying Party" shall have the meaning as set forth in
Section 5 of the Agreement.
(i) "Merger Agreement" shall mean the Agreement and Plan of Merger
executed by U.S. Pawn and USR on November 3, 2000.
(j) "Person" shall mean an individual, a corporation, a partnership,
a limited liability company, a joint venture, a trust, an estate, an
unincorporated organization, a government and any agency or political
subdivision thereof.
(k) "Registration Expenses" shall mean all expenses incurred in
effecting the registration, including, without limitation, all registration
and filing fees, printing expenses, fees and disbursements of counsel for
the Company, underwriting expenses (other than commissions or discounts),
expenses of any Company audits incident to or required by any such
registration and Company expenses of complying with the securities or blue
sky laws of any jurisdictions (but excluding fees and disbursements of
counsel and other agents for the selling holders of Registrable
Securities).
(l) "Registration Rights Agreement" shall mean the registration
rights agreement executed by U.S. Pawn and the shareholders of USR on
February, 13, 2001.
(m) "Registrable Securities" means those Securities identified on
Schedule A hereto to be included in the registration statement.
----------
Registrable Securities shall not include securities which can be freely
sold to the public in the United States without registration under the
Securities Act. To the extent any securities may be sold pursuant to the
provisions of Rule 144(k) under the Securities Act, such securities shall
be deemed capable of being "freely sold to the public" within the meaning
of this subsection.
(n) "Securities Act" shall mean the Securities Act of 1933, as
amended.
SELLING STOCKHOLDERS AGREEMENT-Page 2
------------------------------
{PAGE}
(o) "U.S. Pawn" shall mean U.S. Pawn, Inc, a Colorado corporation,
the predecessor of the Company.
(p) "USR" shall mean U.S. Remodelers, Inc., a Delaware corporation.
2. Registration.
------------
(a) Effective Registration. The Company hereby agrees to file by June
----------------------
30, 2001 or as soon as reasonably practicable, a registration statement on
Form S-3 with respect to all of the Registrable Securities (the "Shelf
Registration"). The Company agrees to use its commercially reasonable
efforts to have the Shelf Registration declared effective as soon as
reasonably practicable after such filing and to keep the Shelf Registration
continuously effective (i) for a period of two years following the date on
which the Shelf Registration is declared effective by the Commission or
(ii) until all Registrable Securities included in the Shelf Registration
have been sold by the Selling Stockholders pursuant to the Shelf
Registration or (iii) until such Registrable Securities can be publicly
offered and sold without registration under Rule 144(k) or otherwise,
whichever is earlier.
(b) Plan of Distribution. Upon effectiveness of the Shelf
--------------------
Registration, the Registrable Securities may be offered by the Selling
Stockholders from time to time in open market transactions (which may
include block transactions), or in private transactions at prices relating
to prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Registrable Securities
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders and/or the purchasers of Registrable Securities for
whom such broker-dealers may act as agent or to whom they sell as principal
or both (which compensation as to a particular broker-dealer might be in
excess of customary commissions). The Selling Stockholders and any broker-
dealer acting in connection with the sale of the Registrable Securities
offered under the Shelf Registration may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any discounts,
concessions or commissions received by them, which are not expected to
exceed those customary in the types of transactions involved, or any profit
on resales of the Registrable Securities by them, may be deemed to be
underwriting commissions or discounts under the Securities Act.
(c) Restriction on Sales of Registrable Securities. Pursuant to
----------------------------------------------
Section 5(f) of the Registration Rights Agreement the Company and the
Selling Stockholders, except for David L. Stetson, agree that during any
90-day period after the effective date of the Shelf Registration, the
Selling Stockholders shall be allowed to sell up to 25% of the Registrable
374543
|
US Home & Garden
As referenced in this Selling Stockholders Agreement:
U.S. HOME – th/ day of June, 2001
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and U.S. HOME SYSTEMS, INC., a Delaware corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, U.S. Pawn, Inc., a Colorado corporation ("U.S. Pawn") and U.S.
_____________
U.S. Home – converted into
the right to receive a number of shares of U.S. Pawn;
WHEREAS, U.S. Pawn reincorporated in Delaware by merging with and into its
wholly-owned subsidiary U.S. Home Systems, Inc., a Delaware corporation (the
"Company"), whereby each outstanding share of U.S. Pawn's common stock was
automatically converted into one share of the Company's Common
_____________
U.S. Home – administering the
Securities Act.
SELLING STOCKHOLDERS AGREEMENT-Page 1
------------------------------
{PAGE}
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.
(d) "Company" shall mean U.S. Home Systems, Inc., a Delaware
corporation.
(e) "Escrow Agreement" shall mean the escrow agreement executed by
the Company, USR and the Selling Stockholders, except for David L. Stetson,
pursuant to
_____________
U.S. Home – by Registered or Certified Mail, Return Receipt
Requested, addressed to each of the parties as follows:
SELLING STOCKHOLDERS AGREEMENT - Page 11
------------------------------
{PAGE}
If to the Company: Murray H. Gross
President
U.S. Home Systems, Inc.
750 State Hwy. 121 Bypass, Suite 170
Lewisville, Texas 75067
(214) 488-6300
If to a Selling Stockholder: At the address as set forth on Schedule A
----------
(
_____________
U.S. HOME – of such courts and
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
U.S. HOME SYSTEMS, INC.
By: /s/ Murray H. Gross
------------------------------
Murray H. Gross, President
SELLING STOCKHOLDERS AGREEMENT - Page 12
------------------------------
{PAGE}
SELLING STOCKHOLDERS:
ABOUT FACE LTD., a Texas Ltd.
Partnership GP About Face,
_____________
dt 1394225
;
|
U.S. Home
As referenced in this Selling Stockholders Agreement:
U.S. HOME SYSTEMS, INC – th/ day of June, 2001
(the "Agreement") by and between each of the Selling Stockholders as identified
on Schedule A attached hereto (hereinafter referred to as the "Selling
Stockholders") and U.S. HOME SYSTEMS, INC ., a Delaware corporation.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, U.S. Pawn, Inc., a Colorado corporation ("U.S. Pawn") and U.S.
Remodelers, Inc.,
_____________
U.S. Home Systems, Inc – converted into
the right to receive a number of shares of U.S. Pawn;
WHEREAS, U.S. Pawn reincorporated in Delaware by merging with and into its
wholly-owned subsidiary U.S. Home Systems, Inc ., a Delaware corporation (the
"Company"), whereby each outstanding share of U.S. Pawn's common stock was
automatically converted into one share of the Company's Common Stock;
WHEREAS,
_____________
U.S. Home Systems, Inc – administering the
Securities Act.
SELLING STOCKHOLDERS AGREEMENT-Page 1
------------------------------
{PAGE}
(c) "Common Stock" shall mean the Company's Common Stock, par value
$0.001 per share.
(d) "Company" shall mean U.S. Home Systems, Inc ., a Delaware
corporation.
(e) "Escrow Agreement" shall mean the escrow agreement executed by
the Company, USR and the Selling Stockholders, except for David L. Stetson,
pursuant to the Merger
_____________
U.S. Home Systems, Inc – by Registered or Certified Mail, Return Receipt
Requested, addressed to each of the parties as follows:
SELLING STOCKHOLDERS AGREEMENT - Page 11
------------------------------
{PAGE}
If to the Company: Murray H. Gross
President
U.S. Home Systems, Inc .
750 State Hwy. 121 Bypass, Suite 170
Lewisville, Texas 75067
(214) 488-6300
If to a Selling Stockholder: At the address as set forth on Schedule A
----------
(h) Governing
_____________
U.S. HOME SYSTEMS, INC – of such courts and
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
U.S. HOME SYSTEMS, INC .
By: /s/ Murray H. Gross
------------------------------
Murray H. Gross, President
SELLING STOCKHOLDERS AGREEMENT - Page 12
------------------------------
{PAGE}
SELLING STOCKHOLDERS:
ABOUT FACE LTD., a Texas Ltd.
Partnership GP About Face, Inc., a
_____________
dt 1534196
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Subscribers | 2000 |
Selling Stockholder Agreement
Selling Stockholder Agreement (21K)
Doc #426921: Click preview link for longer preview.
SELLING STOCKHOLDER AGREEMENT
This SELLING STOCKHOLDER AGREEMENT (this "Agreement") is entered into
as of the 30th day of August, 2000, by and between John Deere Special
Technologies Group, Inc., a Delaware corporation (the "Investor") and XATA
Investment Partners, LLC (the "Selling Stockholder").
WHEREAS, the Investor and Xata Corporation, a Minnesota corporation
(the "Company") are entering into a Stock Purchase Agreement of even date
herewith (the "Company Stock Purchase Agreement") whereby the Company will sell,
and the Investor will purchase, shares of the Company's Common Stock (the
"Common Stock");
WHEREAS, in connection with the transactions contemplated by the
Company Stock Purchase Agreement, the Investor desires to purchase from the
Selling Stockholder, and the Selling Stockholder desires to sell to the
Investor, 200,000 shares of Common Stock on the terms and conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereafter set froth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
intending to be legally bound, hereby agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
1.1. SALE OF SHARES OF COMMON STOCK.
(a) SALE OF SHARES OF COMMON STOCK. Subject to the terms and
conditions hereof, at the Closing the Selling Stockholder shall sell to the
Investor, and the Investor shall purchase from the Selling Stockholder, two
hundred thousand (200,000) shares of Common Stock (the "Selling Stockholder
Shares") for the Purchase Price provided in Section 1.1(b) below.
(b) PURCHASE PRICE. The purchase price for the Purchased
Shares shall be 82 percent (82%) of the average of the daily Bid and Ask (4:00
p.m. closing) price for the Company's common stock, as reported by the Nasdaq
Smallcap Market quotation, for the 30 day period preceding the date of this
Agreement (the "Purchase Price").
1.2. AGREEMENTS. Each of the parties hereto agrees at the Closing to
enter into the respective agreements described in Article VI to which they are
indicated as a party.
{PAGE}
ARTICLE II
CLOSING; DELIVERIES
2.1. CLOSING. The closing of the purchase and sale of the Selling
Stockholder Shares (the "Closing") shall occur on August 31, 2000, or on such
date as the 1st Closing, as that term is defined in the Company Stock Purchase
Agreement, shall occur, and shall be held at the offices of Morris, Manning &
Martin, L.L.P., Atlanta, Georgia, or at such other place as the parties may
agree.
2.2. DELIVERIES. At the Closing, the Selling Stockholder shall
deliver to the Investor certificates evidencing the Selling Stockholder
Shares, against payment of the Purchase Price. The Selling Stockholder shall
also deliver such other instruments and documents as are described in Article
VI.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDER
The Selling Stockholder represents and warrants to the Investor the following:
3.1. POWER AND AUTHORITY; NO DEFAULT. The Selling Stockholder has good
and valid title to all of the Selling Stockholder Shares, free and clear of all
liens, charges and encumbrances, and all of the Selling Stockholder Shares will
be transferred to the Investor free and clear of all liens, charges, claims and
encumbrances whatsoever (other than those in favor of the Company). The
performance by the Selling Stockholder of its obligations under this Agreement
and the consummation of the transactions herein contemplated will not result in
a breach or violation of any terms or provisions of, or constitute a default
under, any statute, any indenture, mortgage, deed of trust, note agreement or
other agreement or instrument to which the Selling Stockholder is bound, or any
law, order, rule, regulation of any court or governmental agency or body having
jurisdiction over the Selling Stockholder, the property of the Selling
Stockholder or the Selling Stockholder Shares, and no consent, approval,
authorization or order of any court or governmental agency or body is required
for the consummation by the Selling Stockholder of the transactions contemplated
by this Agreement.
3.2. DUE EXECUTION. This Agreement has been duly executed and delivered
by the Selling Stockholder and is a valid and binding obligation of the Selling
Stockholder, enforceable in accordance with its terms.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
The Investor represents and warrants to the Selling Stockholder that:
4.1. INTENT. The Investor is entering into this Agreement for its own
account and the Investor has no view to the distribution of the Selling
Stockholder Shares and has no present
2
{PAGE}
arrangement (whether or not legally binding) at any time to sell the Selling
Stockholder Shares to or through any person or entity.
4.2. SOPHISTICATED INVESTOR. The Investor is a sophisticated investor
(as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor
426921
| | |
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Subscribers | 2002 |
Stockholders' Agreement
Stockholders' Agreement (27K)
Doc #1640667: Click preview link for longer preview.
<DESCRIPTION>STOCKHOLDERS' AGREEMENT
<TEXT>
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of January 7, 2002 (this
"Agreement"), among DYCOM INDUSTRIES, INC., a Florida corporation ("Parent"),
TROY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), ARGUSS COMMUNICATION, INC., a Delaware corporation (the
"Company"), and each of the stockholders whose name . . .
1640667
|
Dycom Industries
As referenced in this Stockholders' Agreement:
DYCOM INDUSTRIES, INC – lt;SEQUENCE>4
<FILENAME>ex2_010802.txt
<DESCRIPTION>STOCKHOLDERS' AGREEMENT
<TEXT>
STOCKHOLDERS' AGREEMENT
STOCKHOLDERS' AGREEMENT, dated as of January 7, 2002 (this
"Agreement"), among DYCOM INDUSTRIES, INC ., a Florida corporation ("Parent"),
TROY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), ARGUSS COMMUNICATION, INC., a Delaware corporation (the
"Company"), and each of
_____________
DYCOM INDUSTRIES, INC – waivers and certifications in this Section 11(k).
[SIGNATURE PAGES FOLLOW]
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
DYCOM INDUSTRIES, INC .
By: /s/ Steven E. Nielsen
--------------------------------------------
Name: Steven E. Nielsen
Title: President and Chief Executive Officer
Address:
TROY ACQUISITION CORP.
By: /s/ Steven E. Nielsen
--------------------------------------------
Name: Steven E. Nielsen
Title:
_____________
dt 1682578
;
|
Gibson Dunn
As referenced in this Stockholders' Agreement:
Gibson, Dunn – Attention: Spencer D. Klein, Esq. and a copy of any such
notice, request, claim, demand and other communication given to the Company or
any Stockholder shall also be given to Gibson, Dunn & Crutcher LLP, 1050
Connecticut Avenue, N.W., Washington, D.C., 20036-5306 (Facsimile Number:
202-467-0539), Attention: Howard B. Adler, Esq.
(c) If any term or other
_____________
dt 1676298
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Subscribers | 2000 |
Stockholder Agreement
Stockholder Agreement (39K)
Doc #1663033: Click preview link for longer preview.
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by
and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman
Industries, Inc., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a
New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and,
together with Wilmar, "Purchaser").
W I T N E S S E T H:
. . .
1663033
|
Waxman
As referenced in this Stockholder Agreement:
Waxman
Industries, Inc – EXHIBIT 7(B)
<TEXT>
EXECUTION COPY
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by
and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman
Industries, Inc ., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a
New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and,
_____________
Waxman Industries, Inc – Facility (the "Congress Consent Letter"), (e)
restrictions under that certain indenture, dated as of May 20, 1994 (as
amended from time to time, the "DC Notes Indenture"), by and between
Waxman Industries, Inc . and The Huntington National Bank, as trustee,
relating to Waxman Industries, Inc.'s 12 3/4% Senior Secured Deferred
Coupon Notes due 2004, and that certain indenture dated as
_____________
Waxman Industries, Inc – as of May 20, 1994 (as
amended from time to time, the "DC Notes Indenture"), by and between
Waxman Industries, Inc. and The Huntington National Bank, as trustee,
relating to Waxman Industries, Inc .'s 12 3/4% Senior Secured Deferred
Coupon Notes due 2004, and that certain indenture dated as of April 1,
1996 (as amended from time to time, the "Senior
_____________
Waxman Industries, Inc – Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
Attn: Mark A. Underberg, Esq.
Facsimile: (212) 757-3990
If to Stockholder or Parent:
Waxman Industries, Inc .
Waxman USA Inc.
24460 Aurora Road
Bedford Heights, OH 44146
Attention: Armond Waxman
Facsimile: (440) 439-8678
With a copy to:
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
_____________
Waxman Industries, Inc – by their duly authorized officers, each as of the date
and year first above written.
Waxman USA Inc.
By: /s/ Armond Waxman
--------------------------
Name: Armond Waxman
Title: President and Co-CEO
Waxman Industries, Inc .
By: /s/ Armond Waxman
--------------------------
Name: Armond Waxman
Title: President and Co-CEO
Wilmar Industries, Inc.
By: /s/ Michael J. Grebe
--------------------------
Name: Michael J. Grebe
Title: President
BW Acquisition, Inc.
_____________
dt 1683155
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Paul Weiss
As referenced in this Stockholder Agreement:
Paul, Weiss – as follows:
8
<PAGE>
If to Purchaser:
Wilmar Industries, Inc.
303 Harper Drive
Moorestown, New Jersey 08057
Attention: William Sanford
Facsimile: (856) 439-8846
With a copy to:
Paul, Weiss , Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
Attn: Mark A. Underberg, Esq.
Facsimile: (212) 757-3990
If to Stockholder or Parent:
Waxman
_____________
dt 1642089
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Subscribers | 2000 |
Stockholder Agreement
Stockholder Agreement (39K)
Doc #1674260: Click preview link for longer preview.
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 10, 2000, by
and among Waxman USA Inc., a Delaware corporation ("Stockholder"), Waxman
Industries, Inc., a Delaware corporation ("Parent"), Wilmar Industries, Inc., a
New Jersey corporation ("Wilmar") and BW Acquisition, Inc., a Delaware
corporation and a wholly-owned subsidiary of Wilmar, ("BW Acquisition" and,
together with Wilmar, "Purchaser").
W I T N E S S E T H:
. . .
1674260
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